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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Meridian Medical Technologies, Inc.
(f/k/a Survival Technology, Inc.)
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
589658103
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(CUSIP Number)
Steven Kaplan, Esq.
Arnold & Porter
555 Twelfth Street, N.W.
Washington, D.C. 20004-1202
(202) 942-5998
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 20, 1996
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
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CUSIP No. 589658103 13D Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James H. Miller
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2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF (7) SOLE VOTING POWER
SHARES
BENEFICIALLY 187,362
OWNED BY
EACH ----------------------------------------------
REPORTING (8) SHARED VOTING POWER
PERSON
WITH
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(9) SOLE DISPOSITIVE POWER
187,362
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(10) SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
187,362
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 589658103 13D Page 3 of 6 Pages
Item 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.10 per share (the
"Common Stock"), of Meridian Medical Technologies, Inc. (f/k/a Survival
Technology, Inc.), a Delaware corporation (the "Company"), which has its
principal executive offices at 10240 Old Columbia Road, Columbia, MD 21048.
Item 2. IDENTITY AND BACKGROUND
This statement is filed on behalf of James H. Miller. Mr. Miller is the
Chairman, President and Chief Executive Officer of the Company. The address of
the executive offices of the Company is set forth under Item 1 above.
During the last five years, Mr. Miller has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) and has not
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result was of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Mr. Miller is a United
States citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Miller acquired beneficial ownership of more than five percent of the
Common Stock as a result of the Merger (as defined in Item 4 below) in exchange
for his securities of Brunswick Biomedical Corporation, a Massachusetts
corporation ("BBC").
Item 4. PURPOSE OF TRANSACTION
On November 20, 1996, pursuant to an Agreement and Plan of Merger dated as
of September 11, 1996, BBC merged with and into Survival Technology, Inc.
("STI"), with STI as the surviving corporation (the "Merger"). Immediately
following the Merger, STI changed its name to "Meridian Medical Technologies,
Inc."
In accordance with the terms of the Merger, each share of BBC common stock
was exchanged for 2.1 shares of Common Stock, and each share of BBC preferred
stock was exchanged for 2.1 shares of Common Stock and a warrant to purchase 0.4
of a share of Common Stock ("Merger Warrant"). The Merger Warrants have an
exercise price of $11.00 per share of Common Stock and are exercisable for five
years following the closing of the Merger. In connection with the Merger, the
Company also assumed the obligations of BBC under outstanding stock options and
warrants. Each of the former BBC security holders has certain rights to
registration with respect to the Common Stock under the Securities Act of 1933,
as amended.
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CUSIP No. 589658103 13D Page 4 of 6 Pages
Mr. Miller holds the shares of Common Stock for investment purposes.
Mr. Miller will continue to monitor his investment in the Company, taking into
account, without limitation, the Company's business, financial condition,
results of operation and prospects, and the securities markets in general.
As a result of this continued monitoring, Mr. Miller may acquire additional
shares of Common Stock or may sell or otherwise dispose of all or some of his
holdings in the Company. Mr. Miller also may acquire beneficial ownership of
additional shares of Common Stock through his participation in current or
future stock-based compensation plans of the Company or otherwise.
As set forth above, Mr. Miller is the Chairman, President and Chief
Executive Officer of the Company. In his capacity with the Company, Mr. Miller
may from time to time consider plans or proposals relating to: the acquisition
or disposition of securities of the Company; extraordinary corporate
transactions involving the Company or any of its subsidiaries; selling or
transferring a material amount of assets of the Company or any of its
subsidiaries; changing the present board of directors or management of the
Company; materially changing the present capitalization or dividend policy of
the Company; making other material changes in the Company's business or
corporate structure; changing the Company's charter, bylaws or instruments
corresponding thereto or other actions which may affect control of the Company;
causing the Common Stock to no longer be quoted on the National Association of
Securities Dealers Automated Quotations System; causing the Common Stock to
become eligible for termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934; or taking any action similar to any of
those enumerated above.
Other than as described herein, Mr. Miller does not have any plans or
proposals which relate to or would result in any of the foregoing actions.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Miller beneficially owns 187,362 shares of Common Stock, which shares
represent approximately 6.1% of the 2,918,439 shares of Common Stock estimated
to be outstanding after the Merger, assuming the exercise by Mr. Miller of
Options, Warrants and Merger Warrants exercisable within 60 days of November 30,
1996. Of such 187,362 shares of Common Stock, 160,790 shares, 6,000 shares, and
726 shares of Common Stock are issuable upon the exercise of options, warrants,
and Merger Warrants, respectively. Mr. Miller has sole voting and dispositive
power with respect all shares of Common Stock that he beneficially owns. In
addition, Mr. Miller holds options covering approximately 61,472 shares of
Common Stock that will vest and become exercisable over time in accordance with
such options' terms.
In connection with the Merger, Mr. Miller acquired beneficial ownership of
approximately 105,077 of such 187,362 shares of Common Stock in exchange for
securities of BBC on the terms set forth in Item 4 above. Prior to the Merger,
Mr. Miller beneficially owned approximately 82,285 shares of Common Stock.
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CUSIP No. 589658103 13D Page 5 of 6 Pages
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or relationships among
Mr. Miller and any person with respect to the securities of the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP No. 589658103 13D Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 29, 1996
/s/ James H. Miller
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James H. Miller
